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Sole Member Operating Agreement

Sole Member Operating Agreement Template for Ireland

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Key Requirements PROMPT example:

Sole Member Operating Agreement

"I need a Sole Member Operating Agreement for my Irish consultancy business, which I plan to incorporate in January 2025, with provisions for potential future expansion and hiring of employees, while maintaining strict professional service standards and client confidentiality requirements."

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Document background
The Sole Member Operating Agreement is a crucial document required when establishing or operating a single-member private limited company in Ireland. It is designed to comply with the Companies Act 2014 and related Irish legislation, providing a comprehensive framework for company governance and operations. This document is particularly important for entrepreneurs and professionals who choose to operate through a single-member company structure, as it establishes clear protocols for decision-making, capital management, and corporate governance. The agreement helps maintain the distinction between the member's personal and business affairs, provides clarity on company operations, and can be essential for interactions with banks, regulatory authorities, and potential future investors or business partners.
Suggested Sections

1. Parties: Identifies the sole member and the company as parties to the agreement

2. Background: Sets out the context of the agreement, including company formation details and purpose

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Company Name and Registered Office: Specifies the company's name and registered office details

5. Purpose and Powers: Outlines the company's business purpose and powers

6. Sole Member Rights and Obligations: Details the rights, powers, and obligations of the sole member

7. Capital Structure: Describes the company's share capital, classes of shares, and related matters

8. Management and Decision Making: Establishes management structure and decision-making processes

9. Directors and Officers: Outlines appointment, removal, and duties of directors and officers

10. Meetings and Resolutions: Procedures for company meetings and written resolutions

11. Financial Matters: Covers financial management, accounts, audits, and distributions

12. Records and Information Rights: Requirements for maintaining company records and member access

13. Transfer Restrictions: Provisions governing transfer of shares and ownership

14. Dissolution and Winding Up: Procedures for company dissolution and asset distribution

15. General Provisions: Standard provisions including governing law, amendments, and notices

Optional Sections

1. Additional Business Activities: Used when the company may engage in specific additional business activities beyond its primary purpose

2. Intellectual Property Rights: Required when the company owns or develops significant intellectual property

3. Employment Matters: Included when the company has or plans to have employees

4. Banking and Borrowing Powers: Detailed provisions for companies planning significant financial activities

5. Compliance Program: Required for companies in regulated industries or with specific compliance needs

6. Succession Planning: Important when planning for future transfer of ownership or management

7. Dispute Resolution: Detailed procedures for resolving disputes with third parties

8. Insurance Requirements: Specific insurance obligations beyond standard coverage

Suggested Schedules

1. Schedule 1: Details of the Company: Contains company registration details, share capital information, and registered office address

2. Schedule 2: Initial Directors and Officers: Lists initial directors, company secretary, and other officers with their details

3. Schedule 3: Share Capital Details: Detailed breakdown of share capital structure and any share rights

4. Schedule 4: Matters Requiring Special Resolution: List of decisions requiring formal special resolution

5. Schedule 5: Reserved Matters: Specific matters reserved for member decision

6. Appendix A: Form of Written Resolution: Template for written resolutions

7. Appendix B: Power of Attorney: Standard form of power of attorney for company matters

8. Appendix C: Company Seal: Specimen of company seal and rules for its use

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Annual General Meeting
Articles of Association
Board
Business Day
Business Plan
Companies Act
Company
Company Secretary
Constitution
Director
Distributable Profits
Effective Date
Electronic Communication
Encumbrance
Financial Year
GDPR
Governing Law
Intellectual Property Rights
Ireland
Member Resolution
Officer
Ordinary Resolution
Ordinary Shares
Person
Register of Members
Registered Office
Related Party Transaction
Relevant Interest
Reserved Matters
Share
Share Capital
Shareholder
Sole Member
Special Resolution
Subsidiary
Transfer
Written Resolution
Corporate Seal
Confidential Information
Insolvency Event
Material Adverse Change
Notice
Permitted Transfer
Revenue Commissioners
Statutory Records
Working Hours
Clauses
Interpretation
Company Formation
Company Name and Office
Business Purpose
Share Capital
Member Rights
Member Obligations
Management Structure
Directors' Powers
Directors' Duties
Appointment and Removal
Decision Making
Meetings
Written Resolutions
Company Secretary
Share Transfers
Share Certificates
Capital Contributions
Distributions
Financial Records
Banking
Accounts and Audit
Company Records
Confidentiality
Intellectual Property
Reserved Matters
Compliance
Data Protection
Anti-Money Laundering
Insurance
Indemnification
Conflicts of Interest
Related Party Transactions
Amendment Procedures
Notices
Dissolution
Winding Up
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Relevant Industries

Professional Services

Consulting

Technology

Real Estate

Medical Practices

Legal Services

Accounting Services

E-commerce

Retail

Construction

Creative Industries

Financial Services

Healthcare

Information Technology

Property Management

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Operations

Risk Management

Company Secretariat

Board of Directors

Executive Management

Administrative

Relevant Roles

Business Owner

Managing Director

Company Director

CEO

Entrepreneur

Corporate Lawyer

Company Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Business Development Manager

Operations Director

Finance Director

Corporate Governance Officer

Risk Manager

Industries
Companies Act 2014: Primary legislation governing company formation, operation, and regulation in Ireland. Particularly relevant are Parts 1-15 which cover single-member private companies (LTDs), company formation, corporate governance, and directors' duties.
European Communities (Single-Member Private Limited Companies) Regulations 1994: Implements EU Directive 89/667/EEC concerning single-member private limited liability companies in Ireland.
Taxes Consolidation Act 1997: Governs taxation of companies in Ireland, including corporate tax obligations, dividend distributions, and capital gains.
Companies (Accounting) Act 2017: Updates to financial reporting requirements and accounting obligations for Irish companies, including single-member entities.
Protected Disclosures Act 2014: Relevant for establishing whistleblowing procedures and protections within the company structure.
General Data Protection Regulation (GDPR) and Data Protection Act 2018: Essential for ensuring compliance with data protection requirements in company operations and record-keeping.
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010-2021: Relevant for establishing anti-money laundering procedures and beneficial ownership reporting requirements.
European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019: Governs requirements for maintaining and filing beneficial ownership information.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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